Confidential – Preliminary Draft PROJECT BRONCO CONFIDENTIAL DISCUSSION MATERIALS July 22, 2018 Project Bronco |
Confidential – Preliminary Draft PROJECT BRONCO CONFIDENTIAL DISCUSSION MATERIALS July 22, 2018 Project Bronco |
Confidential – Preliminary Draft SUMMARY OF AR/AM COUNTERS & AMGP RESPONSES 1.75x exchange ratio + $4.00 / unit 1.65x exchange ratio + no cash 1 Series B Units subject to status quo vesting requirements 2A Vesting of final one-third of AMGP shares issued to Series B holders subject to positive E&P free cash flow in 2019 2B Make-whole distributions to AM unitholders for first four quarters following transaction 3 AR registration rights on “New AMGP” shares comparable to status quo registration rights on AR-owned AM units 4 Required vote by majority of minority AM unitholders 5 Early monetization of earn-out payments for $225 million 6 Page 1 Project Bronco | AM Conflicts Committee AR Special Committee AMGP Committee’s Response Received July 20 Counterproposals Sent July 14
Confidential – Preliminary Draft IMPLIED PREMIUM AT 1.65x EXCHANGE RATIO Based on Current AM Unit Price (as of July 20) Proposed Exchange Ratio I mplied Takeout Price Current AMGP Price Current AM Price = ÷ = $19.24 X 1.65x $31.75 $31.64 Based on AM “Clea n” Unit Price (as of Feb. 23) Proposed Exchange Ratio I mplied Takeout Price Current AMGP Price Current AM Price = ÷ = $19.19 X 1.65x $31.66 $26.49 Page 2 Project Bronco | I mplied Premium 19.5% I mplied Premium 0.3%
Confidential – Preliminary Draft PRO FORMA IMPACT AT 1.65x EXCHANGE RATIO ($ in millions, unless otherwise noted) DCF per AM LP Unit Distribution per AM LP Unit (at status quo coverage) $5.00 $4.54 $5.00 $4.29 $4.10 $3.75 $3.93 $4.00 $4.00 $3.24 $3.33 $3.00 $3.00 $2.00 $2.00 $1.00 $1.00 $0.00 $0.00 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Total Cash to AR Shareholders A R’s Impli ed Val ue o f Midstrea m Hol dings Total Cash Flow from Midstream Ownership Assuming no change in unit/share price $3,200 $500 $3,150 $400 $3,100 $300 $200 $3,050 $100 $3,000 $0 Status Quo Pro Forma 2_0_ 19E 2020E 2021E 2022E Source: Antero management projections Note: Assumes AMGP purchases 100% of AM public units (188.1 million on a fully diluted basis) with 100% equity at a 1.650x exchange ratio; AMGP issues 310.5 million shares to current AM unitholders. Also assumes that AMGP issues 18.5 million shares in exchange for 100% of the Series B units. Page 3 Project Bronco | $405 $427 $338 $349 $282 $283 $219 $206 $3,128 $3,139 Accretion / (Dilution) ($13) $1 $11 $21 (5.9%) 0.4% 3.2% 5.3% $4.32 $3.42 $3.53 $2.85 $2.86 $2.21 $2.08 $2.75 $2.72 Accretion / (Dilution) ($0.13) $0.01 $0.11 $0.22 (5.9%) 0.4% 3.2% 5.3% Accretion / (Dilution) ($0.03) $0.09 $0.17 $0.25 (0.9%) 2.7% 4.6% 5.8% Status Quo1.65x Exchange Ratio
